Time to Assert Claims. All claims for indemnification hereunder shall be asserted no later than two (2) years after the Closing Date, except as follows:
Time to Assert Claims. Any claim asserted pursuant to Section 8.1 or Section 8.2 above must be asserted by written notice given by one party to the other on or before the date of the release of the first audit report of the Parent containing combined financial statements of the Parent and the Company, not to exceed one (1) year from the date of Closing.
Time to Assert Claims. All claims for indemnification under this Article 11 which are not extinguished by the Closing in accordance with Section 11.3(a) must be asserted no later than September 30, 2000; provided, however, that claims with respect to Losses arising out of or related in any way to the matters described in Sections 3.7, 11.1(iii), 11.1(iv), 11.2(ii), 11.2(iii), 11.2(iv), or 11.8 may be made without limitation, except as limited by law.
Time to Assert Claims. Any claim asserted pursuant to Section 7.2 for a breach by a Party or any inaccuracy of a representation, warranty, covenant or agreement of another Party contained herein must be asserted by written notice given by one Party to the other on or before 11:59 P.M. (Eastern time) on the two (2) year anniversary of the Closing Date.
Time to Assert Claims. All claims for indemnification must be asserted no later than one year after the Closing Date, provided, however, that Mentor Corporation may assert claims for indemnification related to Purchaser's representations and warranties set forth in Sections 2.2(b) through 2.2(i) and Purchaser's covenants set forth in Article 3, up to the applicable statute of limitations.
Time to Assert Claims. Any claim asserted pursuant to Section 8.1 or Section 8.2 above must be asserted by written notice given by one party to the other on or before the one (1) year anniversary from the date of Closing.
Time to Assert Claims. All claims for indemnification under this Article 11 which are not extinguished by or at the Closing in accordance with Section 11.3(a) must be asserted no later than twenty-four (24) months after the Closing Date, except claims with respect to Losses arising out of or related in any way to the matters described in Article 7, Sections 5.8, 11.1(iii), 11.1(iv), 11.1(v), 11.1 (vi), 11.1(viii), 11.2(iii), 11.2(iv), 11.8(i), 11.8(ii) or 11.9 or for fraud or willful breaches or misconduct, which may be made without limitation, except as limited by law.
Time to Assert Claims. All claims for indemnification under Section 8.01(a) or (b) shall be asserted no later than thirty (30) days from the date the Company's audited financial statements for its 1997 fiscal year ("FY 1997") shall be first sent to Buyer, except that claims alleging a breach of any representation or warranty set forth in Section 2.09 shall be asserted no later than three years plus thirty (30) days after the Company and its Subsidiaries have filed their federal tax returns for operations occurring in FY 1997; and claims alleging a breach of any representation or warranty set forth in any of Section 2.01, Section 2.10, Section 2.14(a), (b), (c) or (e), Section 2.17, and Section 2.18, shall be asserted no later than thirty (30) days after the date the Company's audited financial statements for its 1998 fiscal year shall be first sent to Buyer. Any claim for indemnification under Section 8.01(c) may be made at any time within the applicable statutes of limitation and applicable equitable doctrines.
Time to Assert Claims. All claims for indemnification (i) under Section 8.01(i), 8.01(ii), 8.02(i), and 8.02(ii) must have accrued and be asserted no later than eighteen (18) months after the Closing Date, except for claims for indemnification under Section 8.01(i) for a breach of Section 2.05, or for any tax related breach which must be asserted before the expiration of the applicable statute of limitations; (ii) under Section 8.01(iii), 8.01(iv), 8.01(v), 8.01(vi), 8.02(iii), and 8.02(iv) must have accrued and be asserted no later than three (3) years after the Closing Date; (iii) under 8.01(vii)(a) must have accrued and be asserted no later than sixty (60) days after a "termination for convenience" under Section 8.3(a) of the Southstar Agreement; (iv) under 8.01(vii)(b) must have accrued and be asserted no later than sixty (60) days after a movement of "Active Accounts" by SouthStar; and (v) under Section 8.01(viii) must have accrued and be asserted by the earlier of thirty (30) days after the assertion of a claim by a third party or one (1) year after the Closing Date.
Time to Assert Claims. Any Buyer Indemnification Claims or Seller Indemnification Claims made pursuant to this Article must be asserted by providing written notice to the party against which the Indemnification Claim is made reasonably promptly after the asserting party becomes aware of such Claim (the "Indemnification Claim Notice"). The right of a party to be indemnified hereunder shall not be adversely affected by such party's failure to give such Indemnification Claim Notice unless, and then only to the extent that, the party against which the Indemnification Claim is made is prejudiced thereby. The parties shall resolve disputes between them regarding Indemnification Claims in accordance with Article XI. The term "Indemnification Claim" shall mean a Buyer Indemnification Claim or a Seller Indemnification Claim, as appropriate.
